Chars: Stan, Kyle

Content: Stan's just a little naive. And sensitive. Poor kid. Nsfw, bj, not all the way.

Length: Over 3,000 words!

Warning- obviously underage

Stanley Marsh was embarrassed.

He was okay with being pushed around a little, it was normal between them- but he was a bit farther out of his comfort zone than usual now. Maybe he'd been pushed just a tad too far. Because he was redder in the face than he'd ever been in his life, and was worried what would happen if that temperature got cranked too high. He hadn't fainted in a situation like this before.

Yet.

This might be the first time.

"Stan? Are you okay?"

"I-I- well-" He felt ten degrees hotter now. "Not really."

Kyle, sitting between the other boys legs, frowned. Worried.

"Why? Are you alright? Should we stop?"

"No!" A passionate response, soon covered up by bashful mumbling because of the outburst. "I don't really want to stop. I mean. I don't know."

"You don't know?"

Stan shook his head, self conscious of his vague answers.

The dark haired boy sat up from his horizontal position against the mattress, supporting himself on the palms of his hands on clean sheets. Shifting back so he sat against the headboard, he avoided eye contact with painful transparency.

Kyle sighed.

They were both still fully clothed, a tame half hour of kissing and light touching behind them. It was only when Kyle took the step of settling comfortably in between the other 's legs that Stan had begun to show obvious signs that he was slightly uncomfortable with cooperating.

"What do you want to do, then?" The redhead asked, laying down over Stan's body, connected where Kyle laid his chin on his crossed arms over the boy's stomach. "Name it."

"Well..." Stan tried, "That's just it. I don't know what to do. I feel... Stupid. Like I should be better for you."

He felt small. Anxious. Plainly awkward.

"Stanley, shut the hell up, you're already the best for me," Kyle smiled kindly, tilting his head. "Besides, I know things. Don't worry."

"But I want to know things too!"

"You don't have to impress me."

"But- I'm jealous. I want to- to be the one. To do everything, y'know, to 'know things'."

Kyle laughed, a genuine, ringing sound.

'Things' was just a vague term both of them used to refer to anything intimate past holding hands. This included kissing, frenching, even just holding each other close in the same sleeping bag during a camp out.

Stan honestly didn't know much past that. He assumed that one time where they frotted in the confined space of that sleeping bag, rhythmic swishing sounds of waterproof fabric against their skin, was as far as it went. That was it. As good as it got.

Kyle was fine to keep it that way- content with the tame forms of affection, he knew there was more to try- but it hadn't occurred to him to push Stan into anything new. He was always shy about this sort of thing. At least, shyer than Kyle was. So it didn't surprise him that the bigger boy had finally reached the peak of his frustration, tired of being kept in the dark for so long, wanting more, whatever that "more" may be.

"Okay, fine then. You do something."

And much to Stan's surprise, Kyle gave in, rolling over onto his back as an invitation. Confident as he hung his hands behind his head, the boy offered a sharp smirk as he watched his friend's face turn scarlet.

Kyle enjoyed this kind of thing. Making him embarrassed. It was so easy, plus it was so cute to watch him stutter and trip over his own words and actions- Stan was perfect. So in turn Kyle loved seeing his imperfections, on display just for him. And somehow, that made his best friend seem even more flawless, a perfection reserved solely for he alone to witness.

And so Stan was unsure how to proceed. He'd been given the green light, but didn't know how to step on the gas. Engine faltering but still trying, Stan crawled forward, straddling one of the redhead's thighs.

"Kyle..."

"Hm?" Impatient, but trying not to show it out of politeness, Kyle remained still and limp against the mattress. "Come on. You said you wanted to."

Stan swallowed, mouth suddenly dry.

He started simply- sitting up straight to strip off his own shirt, a cold feeling washing over him, despite the blush still radiating across his cheeks. Unbuttoning his jeans. Reaching up to run his fingers through his own hair, gazing across his best friend's form in worry.

He bit his lip, thinking. His dad's old Playboys, other magazines, some toys...

Nothing he'd found had told him what to do in a situation like this. Where to start, what felt good, how to make it comfortable. Just naked girls. He had no idea what to do. And this was Kyle, not a girl in lingerie; he had no idea, no fucking idea what to do first. Of course he knew what he wanted to have happen, but wasn't sure how to get there.

Mentally berating himself for taking so long, Stan hid his insecurity by clumsily leaning forward to kiss the other's pale lips.

Finally something, Kyle thought as he bit back a laugh, bucking his hips up just once. A smooth movement, fabric against fabric, up against Stan's crotch.

The boy nearly jumped out of his pants. Not in the way Kyle wanted.

Jerking away, Stan almost fell backwards off of his redhead, letting out a pitiful whine.

"Kyle!"

"What?" The boy rolled his eyes, grabbing for Stan's arm so he didn't run away. "You've got to be more forward than this. Come on."

"But-" Stan whispered, nervous-

"Come on. Do something."

"I want to, I want to, I want to!"

"Kiss me again, then!"

He did just that, shutting his eyes tight and luckily hitting the mark of the other's mouth.

Thank God... Kyle thought, smiling against Stan's lips and pushing up into the kiss. His being flushing warm with the concept that his best friend was still so shy with getting intimate, and he tried to control himself for the others sake.

Stan didn't want to seem inept. Clueless. Naive. He was tired of it, he wanted to be something more to Kyle, wanted to change that point of view that he was just some innocent kid. He wanted to prove himself. Even though he knew he didn't have to, knew he was comfortable with his insecurities around this specific redhead, he still wanted to do this. For himself, and to make Kyle feel good.

He broke off from kissing Kyle's lips, determined. He got a grip over his own emotions, the butterflies high on caffeine in his stomach, and took a deep breath.

Kyle waited, patient and considerate, keeping his eyes fixed on Stan's even though the other wasn't looking at him.

"Um..." The boy tried to piece together a sentence, the gestures with his hands making more sense than his words did. "Can- would it be okay if I, you know... Or actually, it would probably be better if you... Y'know..."

Kyle knew. But it was fun to tease. Especially when he knew exactly what the other wanted.

"No, I don't know."

"But, you get what I'm-"

"Stan."

"Can y-you take off your pants?" He said quietly, blushing. "And your boxers..."

Kyle was all sunshine and flowers, beaming because of the fact that his boyfriend had worked up the courage to put what he wanted into a coherent question.

"Yeah... Cause you asked so nicely."

Stan almost whispered a "thanks".

The raven haired boy watched anxiously as the redhead followed the suggestion, shifting and shuffling out of his jeans and underwear underneath the other boy's larger figure. Stan was red in the face, watching every freckle unveil, having to bite his lip to keep from gaping.

Kyle laughed.

"So?" Finally kicking his garments off completely, he set an amused expression over his features. "What now, hm? Are you gonna just stare or are you going to do something?"

Stan bit the inside of his cheek, bending low without responding. He was warm. He wanted, but wasn't quite sure how, and so did what he thought was best and breathed experimentally over his best friend's cock.

Kyle jerked, not expecting Stan to be so forward, and shrank backwards away from the hot air over his crotch.

"W-whoa, okay..."

"Kyle..."

Said boy shivered. Sighed. Resigned himself to what he knew would be an amazing feeling, whether his best friend fucked it up or not... Knowing Stan, he had probably done hours if not days worth of research, then waited weeks to build up the courage. That didn't give any guarantee whether he would be good or not, though.

One boy took a deep breath. The other did the same.

Stan started with kisses, light and cautious along the side, butterfly kisses. Soft and sweet. No rush, no urgency, just the two of them.

Kyle tried his best not to flinch, to keep up a stolid, older-acting facade, but presumptively failed. He made a sound along the lines of an airy sigh, but shakier. Losing focus. But as soon as light pleasure began to sway his mind, Kyle felt a warm wave of pleasant longing rush over him; how Stan was being so slow, so gentle with him- how he was doing this just to please him, just to make him feel good. He loved Stan so much; wow I'll have to make it up to him later, god I love him, fuck I love him so m-

"St-!" Kyle's eyes flashed wide, unable to blink or breathe for an agonizingly long moment, as the other boy had licked a wet stripe up the side of his cock. And then as startlingly sudden as his voice had left him, it returned just in time for Kyle to sputter a succession of uneven gasps.

"Are you okay?" Stan pulled away, a concerned look clouding over his otherwise lustful expression.

Kyle flushed, embarrassed he'd lost his cool facade in the heat of the moment.

"What do you think?" he mumbled, biting his lip. "Keep going."

Stan exhaled sharply, feeling heat rush through him. It was just like Kyle to act like he hadn't been affected- to push him away just as all boundaries between them were being taken down. Kyle was wonderful that way.

He bent down again with renewed inspiration, wanting to put his friend in an even more pressing position- one that would force him to come to terms with the fact that Stan was actually kinda good at this thing. Kyle held pride because of the fact that he knew more about naughty stuff than the other- but he'd have to give up some of that ego after this. And hopefully he'd be glad to do so. The price was worth the pleasure, Stan hoped.

So he set to work, keeping a hand on Kyle's thigh as he continued with light kisses and licks, tracing circular patterns with his index finger and occasionally with his middle on the skin of the other's thigh. He had read somewhere to pinch every once in a while, but couldn't bear to hurt him. Light squeezing was the closest he got to pinching. And no slapping, never, no way- Stan had no idea why that would be a "pleasurable" thing. He would never.

Soft touches and kisses made a lot more sense to him.

Kyle, on the other hand, was urging for more. His friend was so gentle with him, conveying his own delicate nature through physical contact, and although it was sweet and considerate it just. Wasn't enough.

"Stan."

Said boy hummed, cautiously kissing the underside of Kyle's cock, nuzzling against short red curls. Strawberry. He smells like strawberry soap...

"Hurry up."

"You're okay with it?"

"O-of course I'm okay with it, I wouldn't be lying here if I wasn't…" Kyle rolled his eyes, but the other was too preoccupied with his lower half to notice. "You're just teasing."

"Am I? Sorry, I'm sorry…" Stan sincerely meant it; he'd been caught up with the kissing, how new this was to him-

"Stop apologizing, geez… just hurry up already, you- virgin." Kyle tried to tease him into getting a little mad. Maybe then he'd be a little rougher, just a little.

It kind of backfired, though, only sending a rush of heat to Kyle's cheeks as Stan replied fondly;

"Well, of course I am. I'm only in love with you, right? And we haven't. You know. Had sex or anything, so of course I'm a virgin…"

Kyle smiled, goofy and wide, covering his mouth quickly as Stan saw his expression. He giggled.

"Yeah, yeah I guess you're right."

Stan mimicked the smile, and held eye contact as he went down on the redhead, serious this time. Getting the memo, Stan was more forward this time around. He took the pink head of Kyle's dick into his mouth, sucking lightly; a kid with a sweet.

He took his time, much to the other boy's frustration, barely taking any more than just the head into his mouth. It was wet. Stan wanted to drag this out- the closeness, the feeling. Speaking of. He reached down in-between his own thighs with his free hand, the other still tracing light patterns against the redhead's thigh. Pressing delicately, squeezing in rhythm with how he bobbed his head over his friend's cock, he felt himself grow hotter and hotter. He wondered how Kyle was doing.

Kyle felt like he was going to lose it as soon as he noticed Stan masturbating. It had been good before, scratch that- more near amazing, but now with the realization that Stan was getting off on sucking him off, his tolerance diminished by 200%. He nearly let go then and there.

"Sta- Stan, stop it!"

"S'op wha'?" His mouth was occupied.

"Don't - don't jerk off while you're doing that!"

Kyle glared, attempting to keep his act together, at least through speech. Indignant, almost offended sounding when he he really was just embarrassed out of his mind. And as usual Stan saw right through him, continuing right ahead with exactly what he was doing before, mouth and hands alike, because he knew Kyle was getting a thrill out of it.

"Come on, come on, sto-p tha..." He was losing his grip, settling back limply against Stan's pillow. It smells like him. Kyle fisted the pillowcase in one hand, the other covering his mouth- "F-uck, stop it, stop it..."

Stan shifted his boxers lower for more ease of access as well as a better view for the other boy.

And upon hitting that point where he felt hot enough to go quicker, to speed things up, to make it even better- he decided to make Kyle feel really good. It was the least he could do.

And remembering all the techniques he'd read so extensively on, just for Kyle, he made sure it was good for him.

And Kyle whined; a loud, long moan.

Stan felt a jolt in his stomach, predominantly as lustful reaction- but also from a pinch of a giddy boyish excitement that he was doing this while his parents and sister were out. He hummed.

"Oooh my g-god, Stan, Staaan..." the redhead sighed, high and leisurely, shaking his head with what little energy he had, the rest of it focused somewhere else. He covered a smile with his hand, bucking his hips up slightly.

Stan let up yet again to make eye contact with his friend, wide eyed and genuinely questioning.

"Yeah? What is it?"

"What the- h-hell are you-?! Why'd you-!" Kyle hissed, annoyed that Stan had taken a break to attempt an answer to his otherwise rhetorical comments. He didn't actually want an answer, he just liked letting the boy know he was doing a good job. He grabbed at Stan's hair, threading through and holding tight. "-Stop?! I was almost-"

"Sorry, sorry…"

Kyle made a tinny sound from the back of his throat, fidgeting somewhat as Stan tucked his hair behind his ear, bent low again and sucked lightly.

Stan was proud he could drive the other boy to make noises like that.

He tried again.

"Don't, don't, don't-!"

The dark haired boy considered pulling the same shit he had before, the innocent "what is it?" act, but decided against it for Kyle's sake. He could tell he was losing it. The squirming, the softer sighs- it was obvious to him. He'd seen the signs many times before, had memorized the sequence. First eyes close, then there's the shifting back and forth; small noises, sighs and moans, and then how his body tenses from head to toe.

So Stan knew when to go down all the way, and suck hard as his tongue was pressed against the underside of Kyle's cock, just enough to push him over the edge.

"Stan-!"

A high, exhausted whine, and it was over. He tried his best to swallow, but it was awkward and forced. There was rushing to the kleenex box on the side table and embarrassed wiping and blushing. He tried to do it quickly as not to make Kyle feel bad. The boy was too out of it to notice anyways, even as Stan noticed with a flush to his cheeks that he was still half hard, and tried to ignore it as he knew Kyle wouldn't be up for much.

With a final sigh, eyes closed and breathing heavy, the more tired of the two went limp and curled his knees up to his chest, too drained to cover himself up.

"Thank y-ou…" Kyle said warmly, more of a whisper than spoken word.

"What was that?" Stan smiled, falling down with a bounce of the mattress next to the redhead. "I don't hear that from you too often."

"You heard what I said. Not saying' it again." He smirked. "You need some help?"

"With wh-"

"You know what."

Stan's eyes brightened, his grin widening even as a blush returned to his cheeks. He was in luck today.

"Yes please."

"Gimme a couple minutes."

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